UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2002
PROHEALTH MEDICAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 2 90519 59-2262718
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(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
9255 West Sunset Blvd, Suite 805, Los Angeles, California 90069
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 310-860-1362
(Former name or former address, if changed since last report.)
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
SEE ITEM 5.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 18, 2002 the Company dismissed its certifying accountant, S.W.
Hatfield, CPA ("Hatfield"). Hatfield's reports on the financial statements for
the years ended December 31, 2001 and 2000 did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles; however, the audit report for the years
ended December 31, 2001 and 2000 contained an explanatory paragraph regarding
the substantial doubt about the Company's ability to continue as a going
concern. The decision to change its certifying accountant was approved by the
Company's Board of Directors. During the years ended December 31, 2001 and 2000
, and the subsequent interim period through November 11, 2002 the Company has
not had any disagreements with Hatfield on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
There were no reportable events, as described in Item 304(a)(1)(v) of Regulation
S-K, during the Company's two most recent fiscal years (ended December 31, 2000
and from December 31, 2001 to the date of this Report.
The Company has engaged Russell Bedford Stefanou Mirchandani LLP ("Russell
Bedford Stefanou Mirchandani ") as its certifying accountant as of November 1,
2002 for the Company's fiscal year ending December 31, 2002. The Company has not
consulted Russell Bedford Stefanou Mirchandani previously. set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K."
ITEM 5. OTHER EVENTS.
Applied DNA Sciences, Inc.
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Effective as of October 31, 2002, ProHealth Medical Technologies, Inc. merged
its wholly owned subsidiary, Applied DNA Sciences, Inc. (ADNAS), with and into
itself in a short form merger in accordance with Section 92A.180 of the Nevada
Revised Statutes. The Registrant's new address is 9255 West Sunset Blvd. Suite
805, Los Angeles, California, 90069. The Registrant also effectuated a name
change as part of that transaction, and its new corporate name is Applied DNA
Sciences, Inc.
Glenn Little has resigned as President and Director and Matthew Blair has
resigned as Secretary, Treasurer and Director. Mr. Lawrence Lee has been
appointed as President and Chairman of the Board. Mr. Jaime Cardona has been
appointed as the Company's new Secretary. Following are biographies of our
Officers, Directors, Key Employees and Significant Consultants. For the next 90
to 120 days, such individuals shall be compensated in shares of our Common
Stock, which method of compensation may be extended at the discretion of the
Board.
Officers and Directors
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Larry Lee is our President and Chairman of our Board of Directors, having served
in these capacities since October of 2002. He as over 20 years of technical,
management, finance and marketing experience.
He has successfully been involved in the start-up of three telecommunication
product lines for wireless, broadband, and multi-media applications with sales
exceeding $200M. He is currently serving on the Board of Advisors for four U.S.
and overseas companies: IMC, Dery Resources, Converage Plus, and DDP. He has
served as VP of Marketing for NOVA International, Chief Financial Officer for
Hamledu Productions, Chief Operating Officer and VP of Marketing for Kingsley,
Inc.
Mr. Lee has been employed as a Sr. Scientist and Manager for Boeing, Hughes, and
GM Electronics. He was recently selected by Boeing Satellite Systems, as one of
15 individuals worldwide, to address the company's profitability and quality
issues globally. He has also served as the Sr. Project manger for the General
Motor's automation program. This division successfully showcased an integrated
logistical data network and software system for the company.
Mr. Lee has taught engineering courses at California State University. There he
received numerous Technical Excellent Awards and published various technical
publications. He holds a Bachelors of Science degree in Biomedical Engineering
from Virginia Tech and has a Master of Sciences in Computer/Electrical
Engineering from California State University. He has also completed business
executive training at UCLA.
Jaime Cardona is our Company's Secretary, having served in this capacity since
October of 2002. He has extensive experience in management and public relations
with exceptionally strong ties to the fashion and textile industries. Prior to
joining the Applied DNA Sciences team, from 1998 through October of 2002, he was
a General Partner at Phazon, Inc., a multimedia company in North America,
specializing in digital technology. Jaime was employed as an assistant to Mr.
Gianni Versace, founder and world-renowned designer of Versace, Spa from
1992-1997. As Mr. Versace's executive assistant, he was responsible for media
planning and event coordination. He created and organized events for the premier
of the Versace Line in New York City, as well as events for celebrities such as
Madonna, Elton John, Gloria Estefan, Sylvester Stallone and Donald Trump. In
addition, during the period of 1995 through 1998, Jaime founded and operated
South Beach Web, Inc. Jaime worked in the management and marketing for a number
of private entities in Florida. His professional career has allowed him to build
strong relationships with influential business representatives globally.
Mr. Cardona holds dual Associate Degrees in Architecture and in Computer Science
from Miami Community College.
Key Employees
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Rick Langley is our Vice President of Public Relations and Corporate
Development, serving as such since October of 2002. He has 15 years of training
and expertise in mergers and acquisitions, product licensing and distribution,
contract negotiations, and business development.
He is currently the President of Langley Investment Advisory Group, Inc. and
Global Business Partners, Inc. These companies provide international business
and consulting services to private and public companies globally.
Mr. Langley was also the Executive Producer and Founder of Harvey Productions,
Inc., which created, produced, and distributed an international financial talk
show, "The Global Investors Report." This show was distributed on CNBC and other
prominent networks in the United States and Europe. He also co-founded an
investment information web site that was sold to a public company in 1999.
During his management, the site grew to well over 2,000,000 global members.
Mr. Langley was founder and President of Remediation Technologies Group, Inc.,
which was sold to a Public Company in 1995. Early in his professional career, he
served as VP of Bachus and Stratton Securities, Inc... He opened their foreign
offices and worked with the company in product development and distribution.
Mr. Langley attended Nova Law School in Ft. Lauderdale, Florida, and graduated
from the University of Florida with majors and minors in pre-law, criminal
justice and English.
Larry Bocock is our Vice President of Operations, having served as such since
November of 2002. has over 25 years of technical and management experience.
He is currently the founder and owner of TESTWAYS Company, Inc. of Torrance,
California. The company has been in business for over 22 years and provides
engineering and consulting services to the commercial and military aerospace
industry in the areas of design and manufacturing. A TESTWAYS subsidiary,
"COMPUTERS & ME", has been developing and implementing computer applications
courses as well as marketing, training, and teaching in the public and private
sectors for the past 8 years.
Mr. Bocock is also the President of LEA International, a warehouse company, and
LAWREN International, a distribution company, in Central America. These firms
provide products in the cosmetic and heath industries. He holds a BSEE and has
held a position as Scientist in a major aerospace firm.
Jerry W. Howe is our Vice president of Investigation and Enforcement. He joined
the Company in November of 2002.
Mr. Howe has lifelong expertise in the areas of security and investigations.
After serving as a Smokejumper for the U.S. Forest Service, Jerry Howe enlisted
in the U.S. Army and was given a Direct Commission in the U.S. Army Security
Agency. Mr. Howe then pursued a 26-year career as a Special Agent of the FBI. As
a Special Agent, he received 25 commendations, including three sustained
superior performance awards.
After retiring from the FBI, he founded Pacific Rim Investigations, a highly
reputed investigative agency that specialized in anti-counterfeiting taskforce
operations, primarily for members of the International Anti-counterfeiting
Committee.
Mr. Howe is currently the President and founder of Gobi International
Investigations, Inc. in Scottsdale, Arizona.
He received a B.S. in Criminology from the University of Iowa. He is an Honors
graduate of the Defense Language Institute, West Coast Branch, in Monterey, CA
in Chinese Cantonese and received an M.A. in South East Asian Studies from the
California Institute of Asian Studies in San Francisco.
Kristin Gabriel is our Vice President of Public Relations, serving as such since
November of 2002. She has 20 years of experience in marketing communications,
public relations, and promotional events. Most recently, she has a solid record
of accomplishment building relationships in the technology sector. Her expertise
includes strategic planning for a wide range of product and service categories
including manufacturing, entertainment, retail, the arts, fashion/beauty,
travel/hospitality, food products, health care, medical, real estate, finance,
automotive, consumer products/services, and the senior market.
A seasoned executive, Gabriel consults with Boards and Executive Management
teams devising companies' strategic marketing and communications plans for short
and long-term business goals, and devising and implementing tactics to
disseminate corporate, investor, product, marketing, and trade show news. She
develops IR-PR strategic plans to assist in a company's higher stock valuation.
Gabriel is often responsible for new business acquisition, building teams,
managing budgets, and day-to-day office operations. She is also involved with
media relations instigating trade, consumer, financial and business print,
broadcast and online coverage for product and corporate news, special events and
pre-IPO, M&A and liquidity events. Her expertise includes crisis communications.
During her career, Gabriel has served in Executive Management positions with
leading corporations, and advertising and public relations firms in St. Louis,
New York and Los Angeles, including: Symantec Corporation, CyberMedia;
MetaCreations software; Influence Communications, LLC, N.W. Ayer International;
William Esty; The Rowland Company; and Daniel J. Edelman, working on accounts
such as Norton AntiVirus and Utilities products, Goodyear Tires,
Chesebrough-Pond's, Merle Norman Cosmetics, MJB Coffee, Princess Cruises and
American Honda Motor Company. She is a professional member of the Independent
Writers of Southern California (IWOSC) and a certified Public Information
Officer for The American Red Cross.
Significant Consultants
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Stephen Rossetti serves as our special Washington D.C. consultant, serving as
such since November of 2002. He has extensive experience at federal levels both
in the legislative and executive branches of government.
He spent 10 years on the staff of the House Armed Services Committee working
with readiness and infrastructure issues including special operations forces,
National Guard and Reserve preparedness, chemical and biological weapons
preparedness and response, and missions other than war, such as counter-drug and
counter-terror. He was instrumental in crafting major legislation on national
security matters.
Following service on the committee, Mr. Rossetti moved to the Office of the
Secretary of Defense where he was charged with business process reform. He has
broad experience in interagency policy development and federal financing and
legislative processes.
Mr. Rossetti is President of Markquest, a Washington D.C. based consulting
practice with emphasis on national security and technology issues.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Applied DNA Sciences, Inc. (formerly ProHealth Medical Technologies, Inc.) will
be filing its financial statements by amendment within 60 days, as permitted by
the instructions of this Form 8-K, Item 7. (a)(4).
Exhibit Index
2.2 Articles of Merger of ProHealth Medical Technologies, Inc.
(parent) and Applied DNA Sciences, Inc. (subsidiary).
10.1 Indemnity Agreement between the Company and Lawrence Lee
10.2 Indemnity Agreement between the Company and Jaime Cardona
16.1 Former Accountant's Response Letter (S.W. Hatfield, CPA)
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLIED DNA SCIENCES, INC.
(formerly PROHEALTH MEDICAL TECHNOLOGIES, INC.)
/s/ Lawrence Lee
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Lawrence Lee, President